0000725363
false
0000725363
2020-12-08
2020-12-08
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (date of earliest event reported): December 8,
2020
CEL SCI
CORP
(Exact
name of Registrant as specified in its charter)
Colorado
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001-11889
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84-0916344
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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8229 Boone Blvd., #802
Vienna,
Virginia
22182
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (703)
506-9460
N/A
(Former
name or former address if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-14c))
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock
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CVM
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NYSE American
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§203.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§204.12b-2 of this chapter.
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01
Entry
into a Material Definitive Agreement.
On December 8, 2020, CEL-SCI Corporation (the
“Company”) entered into an Underwriting Agreement with
Kingswood Capital Markets, division of Benchmark
Investments, Inc. as Representative of
the Several Underwriters, pursuant to which the Company agreed to
issue and sell 1,000,000 shares of common stock at a public
offering price of $14.65 per share. Under the terms of the
Underwriting Agreement, the Company granted the Underwriters a
30-day option to purchase up to an additional 150,000 shares of
common stock solely to cover over-allotments. The Company expects
to receive approximately $13.48 million in net proceeds from the
Offering (excluding the over-allotment option), after deducting
underwriting discounts and commissions and estimated offering
expenses. The shares are being offered and sold pursuant to the
Company’s effective registration statement on Form S-3
(Registration No. 333-226558), which was declared effective by the
Securities Exchange Commission (the “SEC”) on August
24, 2018, and the base prospectus included therein, as amended and
supplemented by the prospectus supplement dated December 9, 2020.
The Offering is expected to close on or about December 11, 2020,
subject to satisfaction of customary closing conditions. The
Company intends to use the net proceeds from the Offering to
fund the continued development of Multikine and LEAPS, for the
expansion of the Company's manufacturing facility and for other
general corporate purposes.
The
Underwriting Agreement contains customary representations,
warranties and covenants of the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act of
1933, as amended, and termination and other provisions customary
for transactions of this nature. The Company has agreed to not sell
any of its securities for a period of 30 days from December 8, 2020
subject to limited exceptions. All of the Company’s executive
officers and directors have also agreed not to sell or transfer any
securities of the Company held by them for a period of 30 days from
December 8, 2020 subject to limited exceptions.
The
above description of the Underwriting Agreement is qualified in its
entirety by the Underwriting Agreement which is attached to this
report as Exhibit 1.1.
On
December 8, 2020, the Company issued a press release announcing
that it had priced the Offering, which press release is filed as
Exhibit 99 to this report.
Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements that
are made pursuant to the safe harbor provisions within the meaning
of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
Such forward-looking statements include, but are not limited to,
statements related to the anticipated closing of the Offering and
the amount of net proceeds expected from the Offering.
Forward-looking statements are based on management’s current
expectations and are subject to risks and uncertainties, many of
which are beyond our control, which may cause actual results or
events to differ materially from those projected. These risks and
uncertainties, many of which are beyond the Company’s
control, include the Company’s ability to satisfy certain
conditions to closing on a timely basis or at all, as well as other
risks described in the section entitled “Risk Factors”
and elsewhere in the Company’s amended Annual Report on Form
10-K/A filed with the SEC on December 23, 2019 and in the
Company’s other filings with the SEC, including, without
limitation, its reports on Forms 8-K and 10-Q, all of which can be
obtained on the SEC website at www.sec.gov. Readers are cautioned
not to place undue reliance on the forward-looking statements,
which speak only as of the date on which they are made and reflect
management’s current estimates, projections, expectations and
beliefs. The Company expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in our expectations or any changes in events, conditions or
circumstances on which any such statement is based, except as
required by law.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.
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Description
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Underwriting
Agreement dated as of December 8, 2020, by and between
CEL-SCI
Corporation
and Kingswood Capital Markets, division of Benchmark Investments,
Inc.,
as a
Representative of the Several Underwriters
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Opinion
of Hart & Hart, LLC
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Consent
of Hart & Hart, LLC
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Press
Release dated December 8, 2020.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CEL-SCI CORPORATION
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Date:
December 9, 2020
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By:
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/s/ Patricia
B. Prichep
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Patricia
B. Prichep
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Senior
Vice President of Operations
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